Daiwa House Industry : Notice of the 85th Ordinary General Meeting of Shareholders( 208KB/ 26pages)

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DAIWA HOUSE INDUSTRY CO., LTD. 3-3-5, Umeda, Kita-ku, Osaka, Japan

June 6, 2024

(Date of commencement of electronic provision measures: May 31, 2024)

Notice of the 85th Ordinary General Meeting of Shareholders

Dear Shareholders:

We hereby notify you of the 85th Ordinary General Meeting of Shareholders, to be held at the time and location set forth below.

In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision of information contained in the reference materials for the general meeting of shareholders, etc. (the "matters subject to electronic provision measures"). Please access the Company's website below to review the information.

The Company's website: https://www.daiwahouse.com/English/ir/stockholder/

In addition to the website above, the matters subject to electronic provision measures are also available on the Tokyo Stock Exchange (TSE) website. To view the information, please access the TSE website (Listed Company Search) below, enter "DAIWA HOUSE INDUSTRY" in the "Issue name (company name)" field or our securities code "1925" in the "Code" field, and click "Search." Then, click on "Basic information" and "Documents for public inspection/PR information" in this order to find "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" in the "Filed information available for public inspection" section.

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you are unable to attend the meeting, you can exercise your voting rights in writing (by mail) or over the Internet, etc. Please review the Reference Materials for General Meeting of Shareholders and exercise your voting rights before 6:00 p.m. of Wednesday, June 26, 2024.

Very truly yours,

Keiichi Yoshii

Representative Director and President

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1	Date and time:	Thursday, June 27, 2024 at 10:00 a.m.
2	Location:	The Grand Ballroom, THE RITZ-CARLTON, OSAKA, 2nd Fl.,
		2-5-25, Umeda, Kita-ku, Osaka, Japan

(Please be advised that if all seats in the venue are taken, you will be asked to be seated in another room.)

3 Purpose of the meeting Matters to be reported:

1. The Business Report, the Consolidated Financial Statements, and the Independent Auditors' Report and the Audit & Supervisory Board's Report Concerning the Consolidated Financial Statements for the 85th Fiscal Year (from April 1, 2023 to March 31, 2024)
2. The Financial Statements for the 85th Fiscal Year (from April 1, 2023 to March 31, 2024)

Matters to be resolved:

Proposal 1 Dividends from Surplus

Proposal 2 Election of Fourteen (14) Directors

Proposal 3 Election of One (1) Audit & Supervisory Board Member

Proposal 4 Payment of Bonuses for Directors

Proposal 5 Setting of the Amount of Bonuses to Directors

• Among the matters subject to electronic provision measures, the following items are not provided in the paper copy to shareholders who made a request for delivery of documents in accordance with the laws and regulations and provisions of Article 16 of the Articles of Incorporation of the Company. Accordingly, the paper copy to be delivered to shareholders who made a request for delivery of documents constitutes part of the documents audited by the Audit & Supervisory Board Members and the Independent Auditors in preparation of audit reports.
• 1. "Matters regarding Stock Acquisition Rights, etc. of the Company" in the Business Report
  2. "Consolidated Statements of Changes in Net Assets" and "Notes to the Consolidated Financial Statements" in the Consolidated Financial Statements
  3. "Statements of Changes in Net Assets" and "Notes to the Financial Statements" in the Financial Statements
• If any amendments are made to matters subject to the electronic provision measures, such amendments will be posted on the Company's website and the TSE website above.

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Guide to Exercising Your Voting Rights

If you are attending the meeting

Date and time of the General Meeting of Shareholders: Thursday, June 27, 2024 at 10:00 a.m.

Submitting the voting rights exercise form at the reception desk

Please submit the enclosed voting rights exercise form at the reception desk.

If you choose not to attend the meeting

Votes must be completed by:

Wednesday, June 26, 2024 at 6:00 p.m.

Voting in writing

Please indicate your approval or disapproval of the proposals in the voting rights exercise form enclosed herein, and return the form to the Company by the deadline for the exercise of voting rights.

In the event that your approval or disapproval of any proposal is not indicated on the voting rights exercise form, it shall be considered as an indication of approval.

Voting online (using PCs, smartphones, or other devices)

Please follow the instructions on the next page to exercise your voting rights by entering your approval or disapproval of the proposals by the exercise deadline.

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Voting with smartphones

Votes must be completed by:

Wednesday, June 26, 2024 at 6:00 p.m.

1. Scan the QR Code® on the voting rights exercise form.
2. Select the "Exercise Voting Rights" button on the top page of The Portal of Shareholders' Meeting.
3. Follow the on-screen guidance and enter your approval or disapproval.

Voting with PCs or other devices

Votes must be completed by: Wednesday, June 26, 2024 at 6:00 p.m.

Access the following URL and log in by entering the login ID and password shown on the voting rights exercise form.

Once logged in, follow the on-screen guidance and enter your approval or disapproval. URL of The Portal of Shareholders' Meeting: https://www.soukai-portal.net

The Voting Rights Exercise Website also remains available: https://www.web54.net

Notes

• If you wish to change your vote after exercising your voting rights once, you will need to enter the "Voting Code" and "Password" indicated on the voting rights exercise form.
• If you exercise your voting rights both in writing and via the Internet, only the vote via the Internet will be handled as your valid exercise of voting rights. If you exercise your voting rights multiple times via the Internet, etc., then the last vote you submit will be handled as your valid exercise of voting rights.

Electronic Voting Platform

Institutional investors, only if they apply in advance to use it, may use "Electronic Voting Platform" operated by ICJ, Inc., a joint venture established by TSE and others, as a method for exercising their voting rights electronically, in addition to the aforementioned exercise of their voting rights via the Internet.

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Reference Materials for General Meeting of Shareholders

Proposals and Reference Information

Proposal 1: Dividends from Surplus

Taking into account our operating performance for the current fiscal year and future business development, it is proposed that year-end dividends for the 85th fiscal year be distributed as follows:

1. Type of dividend assets Cash
2. Allotment of dividend assets and total amount
   The Company proposes to pay 80 yen per common share of the Company. Subsequently, the total payment of year-end dividends will be 51,185,821,360 yen.
   Thus, the annual dividend will be 143 yen per share (increased by 13 yen from the previous fiscal year), including the interim dividend of 63 yen paid on December 5, 2023.
3. Effective date of payment of dividends June 28, 2024

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Proposal 2: Election of Fourteen (14) Directors

At the conclusion of this general meeting of shareholders, the term of office of all Directors (13) will expire. Accordingly, we propose the election of fourteen (14) Directors of which six (6) are Outside Directors, increasing the number of Outside Directors by one (1), to strengthen the supervisory function. The Company upholds a policy of having a Board of Directors that comprises diverse directors with differing backgrounds in terms of knowledge, experience and expertise, etc. in order to ensure the effectiveness of the Board of Directors as a whole. In accordance with this policy, we decide nominees for Director following a process of deliberation by the Nomination Advisory Committee chaired by an independent Outside Director, of which Independent Outside Directors form a majority. Also, we have established Independence Standards for Outside Officers as described on page 24; all six (6) nominees for Outside Director in this proposal meet these standards.

The nominees for the position of Director are as follows.

			Attendance at
			meetings of the
No.	Name	Current Positions and Main Responsibilities	Board of
in the Company	Directors
			(Attendance rate)
1	Keiichi Yoshii	Representative Director and President	12 of 13
	CEO	(92%)
	Takeshi Kosokabe	Representative Executive Vice President	13 of 13
2	CFO
	General Manager, Management Administration	(100%)
		Headquarters
	Yoshiyuki Murata	Representative Executive Vice President	13 of 13
3	Head of Technology Coordination Department
	In charge of Production Headquarters and Research	(100%)
		Headquarters
	Keisuke	Director and Senior Managing Executive Officer	13 of 13
4	Shimonishi
Head of Commercial Construction Business Division	(100%)
		Director and Senior Managing Executive Officer
		Head of Management Strategy Planning Headquarters
	Hirotsugu Otomo	Head of Overseas Division	13 of 13
5	General Manager, Corporate Strategy Planning
	(100%)
	Department
		In charge of Livness Business
		In charge of Sustainability Management
6	Kazuhito Dekura	Director and Managing Executive Officer	12 of 13
	Head of Apartment Business Division	(92%)
	Yoshinori	Director and Managing Executive Officer	13 of 13
	General Manager, Compliance and Quality Assurance
7	Ariyoshi
Promotion Headquarters	(100%)
	Supervising Central Research Laboratory

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			Attendance at
			meetings of the
No.	Name	Current Positions and Main Responsibilities	Board of
in the Company	Directors
			(Attendance rate)
8	Toshiya Nagase	Director and Managing Executive Officer	13 of 13
	Head of Single Family Housing Business Division	(100%)
9	Yukinori Kuwano	Outside Director	13 of 13
		(100%)
10	Miwa Seki	Outside Director	13 of 13
		(100%)
11	Kazuhiro	Outside Director	13 of 13
Yoshizawa
	(100%)
12	Yujiro Ito	Outside Director	13 of 13
		(100%)
	Toshikazu Nambu
13		-
	elected>
	Tomomi
14	Fukumoto		-
	elected>
	Candidate to be reelected as Director
	Candidate to be newly elected as Director
	Candidate for Outside Director
	Independent officer reported to the Tokyo Stock Exchange

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Expertise and experience of nominees for the position of Director (Skill matrix)

The Company's basic policy is to enhance corporate value by creating value for shareholders, customers, employees, business partners and society through the provision of products and services that are essential to society. In addition, we have defined "Our Hopes for the Future (Purpose)" as "Creating the fundamental societal infrastructure and lifestyle culture rooted in regeneration, ensuring a world where we live together in harmony embracing the Joys of Life." To achieve the Purpose based on the above basic policy, we have formulated the following skill matrix to ensure a high level of effectiveness of the Board of Directors.

			Management	Finance and	Legal affairs	Technology	International				Corporate
No.	Name	Positions	and Risk	DX-IT	Environment	Society
				Accounting	management	and R&D	experience				governance
	Keiichi	Representative
1	Director and	●		●		●		●	●	●
Yoshii
	President
	Takeshi	Representative
2	Executive	●	●	●					●	●
Kosokabe
		Vice President
	Yoshiyuki	Representative
3	Executive	●		●	●		●			●
	Murata	Vice President
		Director and
	Keisuke	Senior
4	Managing	●		●
Shimonishi
		Executive
		Officer
		Director and
	Hirotsugu	Senior
5	Managing	●		●		●		●	●
	Otomo	Executive
		Officer
		Director and
6	Kazuhito	Managing	●		●
Dekura	Executive
		Officer
		Director and
7	Yoshinori	Managing			●	●
Ariyoshi	Executive
		Officer
		Director and
8	Toshiya	Managing	●		●				●
Nagase	Executive
		Officer
9	Yukinori	Outside	●			●		●	●		●
Kuwano	Director

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10	Miwa Seki	Outside	●	●			●			●	●
		Director
11	Kazuhiro	Outside	●			●		●		●	●
Yoshizawa	Director
12	Yujiro Ito	Outside	●	●	●					●	●
		Director
13	Toshikazu		●	●			●	●			●
Nambu
14	Tomomi		●						●	●	●
Fukumoto

(Note) The above table shows the areas of expertise the Company particularly expects of nominees for Director.

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No. of nominee	Keiichi Yoshii	No. of the Company's shares held by
1	nominee:
(Date of birth: May 27, 1958)	65,818 shares
	Brief personal history, position and responsibility in the Company, and significant
	concurrent positions
	June 1990	Joined the Company
	April 2010	Executive Officer
	June 2011	Director and Senior Executive Officer
		General Manager, Overseas Division
		In charge of Overseas Business
	April 2013	Director and Managing Executive Officer
	Tokyo Head Branch Manager
Attendance at meetings of	May 2013	Head of Overseas Business
the Board of Directors	April 2014	Deputy General Manager, Marketing Headquarters
12 of 13		General Manager, Kanto Regional Business Unit
(92%)
April 2016	Director and Senior Managing Executive Officer
		General Manager, Marketing Headquarters
		Supervising Overseas Business
		General Manager, Tokyo Regional Business Unit
	Nov. 2017	General Manager, Kitakanto Regional Business Unit
	Representative Director and President (Current)
		COO
	June 2019	CEO (Current)

Reason for nomination of the person as Director

Since assuming the position of Representative Director and President, he has expanded the Company's business performance, achieving record-high sales and operating income, as well as promoting the strengthening of the management base through measures including governance enhancement. In the Seventh Medium-Term Management Plan, the Company set its purpose as "Our Future Landscape-Celebrating the Joys of Life" and is actively working to further accelerate the growth of its overseas businesses and achieve carbon neutrality. The Company expects that he will demonstrate managerial skills and leadership to build the Group's sustainable growth model.

No. of nominee	Takeshi Kosokabe	No. of the Company's shares held by
2	nominee:
(Date of birth: May 13, 1957)	63,213 shares
	Brief personal history, position and responsibility in the Company, and significant
	concurrent positions
	April 1980	Joined the Company
	April 2004	Executive Officer
	April 2006	Senior Executive Officer
	June 2006	Retired as Senior Executive Officer
		Representative Director and President, Daiwa House REIT Management Co.,
		Ltd.
Attendance at meetings of	June 2009	Senior Executive Officer of the Company
the Board of Directors		General Manager, Accounting Department, Management Administration
13 of 13	June 2010	Headquarters
(100%)	Director and Senior Executive Officer
	April 2012	Director and Managing Executive Officer
	April 2015	Director and Senior Managing Executive Officer
		CFO (Current)
	June 2015	Representative Director and Senior Managing Executive Officer
	April 2019	General Manager, Management Administration Headquarters (Current)
	June 2019	Representative Executive Vice President (Current)
	April 2021	Head of Related Business Division

Reason for nomination of the person as Director

He has accumulated experience from working in the accounting department and as Representative Director of a group company, and after assuming the position of Representative Director of the Company, he has been mainly serving as CFO and General Manager of Management Administration Headquarters, strengthening governance and striving to improve the corporate value of the Company Group. Accordingly, the Company expects that he will continue exercising managerial skills by utilizing his broad knowledge and experience in the future.

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